What are my reporting obligations after the raise closes?

After you sell securities in a Regulation Crowdfunding offering, your obligations do not end at closing. Under SEC Rule 202 you generally must file an annual report on Form C-AR with the SEC on EDGAR and post the same report on your company’s website.

The deadline runs from your fiscal year end, not your closing date. Rule 203 requires filing no later than 120 days after the end of the fiscal year the report covers. A calendar-year company usually counts from December 31, but confirm your actual fiscal year and filing calendar with counsel.

The report covers more than a short investor update. Under the current Form C instructions it includes:

• your company’s identity, legal status, address, and website;
• directors, officers, and beneficial owners of 20% or more of voting equity;
• your business, anticipated business plan, employee count, and material risk factors;
• ownership and capital structure, material debt, and specified related-party transactions;
• your financial condition and financial statements.

Under the SEC’s guidance for issuers, an audit or review is not automatically required for the annual report. However, if reviewed or audited financial statements from an independent public accountant are available, you must provide them. Otherwise, you provide the required financial statements with your principal executive officer’s certification that they are true and complete in all material respects.

If a filed report later needs a material correction, Rule 203 requires an amendment on Form C-AR/A as soon as practicable. Reporting also does not stop just because time passed: it continues until one of five termination conditions in Rule 202 occurs, and once you become eligible to stop, Rule 203 requires filing Form C-TR within five business days.

For a step-by-step workflow, see Invown’s post-close annual reporting checklist. This is educational information, not legal, tax, or accounting advice, so confirm your deadlines and report contents with securities counsel. For anything this does not answer, visit our support page.